contract - Digital Web Magazine

TERMS AND CONDITIONS
CONTRACT
between
You The Designer
&
TheClient.com
Date 2000
CONFIDENTIAL
Estimates / Costing
All estimates are written as a fixed cost / hourly allotment and include all front-end work for up
to 50 HTML pages. Time incurred will not exceed 110 hours. Departures from the
above-mentioned outline which result in major changes or the requirement of additional time for
execution will be charged at an hourly rate. These hours will occur during normal business
hours; all other hours will be billed at an overtime (x 1.5) rate.
Meetings relating to project discussions and updates will require at least three days prior notice.
All prices are in US dollars.
Logo and company brand development $X.
Site design and layout
Set of mockups with final graphics for
first and second levels – X hours @ $X X.
Site template realization
Image slicing, HTML, javascript,
implementation of message board, chat
room, shopping cart, search function
and polls – X hours @ $X X.
Total $X.
Notes:
1. Fixed pricing includes only minor changes; major changes are implemented on an hourly
basis at $X US per hour.
2. Actual time to implement templates will vary greatly depending upon final design.
3. It is assumed above that all content for the static content pages will be delivered as text
files and do not include text entry.
Project Scheduling
Overall project length is expected to be between 6 and 8 weeks worth of work, depending upon
the number of revisions required, and is contingent on the client’s provision of content and
availability for approval. All attempts will be made, however, to accomplish the work [date].
Should a date fail to be met, the timeline below will be revised to reflect the change.
[Insert your timeline or critical path, being careful to break out each task as necessary.]
Delivery of content from client to YouTheDesigner [date]
Delivery of mockups to TheClient.com [date]
Etc.
Consulting Rates and General Terms
YouTheDesigner charges normal hourly fees for projects as follows:
General Consulting $X/hour
HTML $X/hour
Design/graphics $X/hour
CGI $X/hour
All billing for the purpose of this consulting project will be provided by YouTheDesigner.
A deposit of 25% of the estimated cost is required prior to starting work, and will be applied to
the final billing of the work. YouTheDesigner will bill on completion of the project, or, in the
event that the project departs from intended direction and requires further time for execution,
twice monthly, on the 1st and the 15th for actual hours worked, due Net 10; if payment is not
received by the next billing, work stops until it is received.
The number of hours presented is an estimate of the number of hours expected to complete this
project based on previous work; however, YouTheDesigner will bill for the actual number of
hours of work, which may be less than the estimate. Should change of project specifications or
major revisions require further time for execution, YouTheDesigner will bill at an hourly rate.
Upon full payment only, YouTheDesigner grants a non-transferable, non-exclusive license to use
all materials produced in this project. Upon transfer, copyright ownership of the content of the
site and all imagery created for it, will belong exclusively to TheClient.com.
Terms and Conditions
This agreement (the “Agreement” or “Terms and Conditions”) is by and between
YouTheDesigner (“YouTheDesigner”), duly authorized and existing under the laws of the
[province / state] with its main address [date], and TheClient.com (“TC.com”), for the provision
by YouTheDesigner of certain consulting work (“the Services”) for TC.com, as more particularly
described below.
The Terms and Conditions of this Agreement hereby supercede all previous representations,
understandings, and agreements, either oral or written for the design of the web site. The
Services of this Agreement include the Web Site Development Proposal dated [date] (which will
serve as specification of the “Project” and as is referred to within the “Project Proposal”
document).
1. YouTheDesigner’ Services. YouTheDesigner shall, with the assistance of TC.com, create and
design the TC.com web site described in the Project Proposal utilizing the Services and TC.com
Information. The host for the TC.com web site shall be determined at a later date.
YouTheDesigner shall be responsible for integrating and implementing all that is necessary to
establish and provide the TC.com web site to the general public as indicated in the Project
Proposal.
2. Limitation of Liability. In no event shall YouTheDesigner be liable for special or
consequential damages, either in contract, tort (including negligence) or theory of strict liability,
whether or not the possibility of such damages has been disclosed in advance or could have been
reasonably foreseen by YouTheDesigner; and likewise, in no event shall TC.com be liable for
special or consequential damages, either in contract, tort (including negligence) or theory of
strict liability, whether or not the possibility of such damages has been disclosed in advance or
could have been reasonably foreseen by TC.com. The parties agree to work in good faith to
implement the purpose of this Agreement.
3. Representations and Warranties;
(a) TC.com represents and warrants that the content of TC.com’s web site or any other materials
provided by TC.com to YouTheDesigner, including without limitation, the text, graphics, photos,
designs, etc. do not violate or infringe upon any third party’s copyright, U.S. patent, trademark,
trade secret or other proprietary rights. For purposes of this Agreement, “Content” shall mean all
of TC.com’s text, pictures, sound, video, graphics and other data and Intellectual Property that
TC.com provides to YouTheDesigner and/or intends to incorporate into the TC.com web site as
well as the general image, formats and appearance (i.e., the “look and feel”) of the web site,
including without limitation, the size and placement of the icons and images, text, the distinctive
headers on the page, the colors, designs and all other aspects of the web site, as amended from
time to time by TC.com.
(b) YouTheDesigner represents and warrants that the that materials provided by
YouTheDesigner to TC.com, including (but not limited to) the text, graphics, photos, and
designs, etc., to the best of YouTheDesigner’ knowledge, do not violate or infringe upon any
third party's copyright, U.S. patent, trademark, trade secret or other proprietary rights, and will
notify TC.com of all licensed third party software being utilized.
(c) Except as otherwise provided herein, services are provided as is. YouTheDesigner makes no
warranties, whether written, oral or implied, including but not limited to warranty of fitness for
purpose of merchantability.
4. Retainer. TC.com agrees to pay YouTheDesigner a non-refundable US$X as a 25% retainer
(see Project Proposal) prior to start of project.
5. Payment. TC.com understands that an estimate is not binding, and that charges will be billed
at the agreed rate displayed upon the Project Proposal. YouTheDesigner will bill on completion
of the project, or, in the event that the project departs from intended direction and requires
further time for execution, twice monthly, on the 1st and the 15th for actual hours worked, due
Net 10. All statements not discharged within 10 business days will result in YouTheDesigner
halting work. In the event YouTheDesigner fails to receive payment and intends to stop work it
will first attempt to contact TC.com by telephone and advise TC.com of such intention. TC.com
will have one business day to cure any such payment problem prior to YouTheDesigner ceasing
to perform Services. Should TC.com fail to make timely payments more than twice,
YouTheDesigner will no longer need to give TC.com 24 hours notice before ceasing work.
Statements not discharged within 30 days will be charged 2.0% interest per month. Invoices will
come from and should be remitted to:
YouTheDesigner
Address
6. Audit. For the purpose of confirming the accuracy of any invoice provided, YouTheDesigner
will include enough detail with respect to any charges to establish the basis for the charge and
work performed in relation to the charge.
7. Termination. TC.com has the right to terminate this project prior to completion, with or
without cause. Should TC.com terminate this project without cause prior to its completion,
TC.com agrees to pay YouTheDesigner immediately for all hours worked and all reasonable
expenses incurred, and will surrender all rights to the retainer fee. YouTheDesigner may elect to
retain copyright until the site is paid for in full.
8. Intellectual Property.
(a) YouTheDesigner Copyright and Ownership. TC.com acknowledges and agrees that:
(i) as between TC.com on the one hand, and YouTheDesigner on the other, YouTheDesigner
represents that it owns all right, title and interest in the YouTheDesigner Technology; and
(ii) nothing in this Agreement shall confer in TC.com any right of ownership in the
YouTheDesigner Technology except as expressly provided herein. TC.com acknowledges and
agrees that YouTheDesigner is in the business of web site development. For purposes of this
Agreement, the YouTheDesigner Technology means the Intellectual Property used in producing
the site (excluding TC.com Content and other TC.com Intellectual Property) but including (but
not limited to) the underlying technology, know-how, programming development tools,
sub-routines, routines, programs, and coding. For purposes of this Agreement, Intellectual
Property means all intellectual property protectible by law throughout the world including all
patents, copyrights, trade secrets, service marks and trademarks, including, without limitation, all
right, title and interest in and to all trade dress, logos, insignia and copyrightable materials as
well as all inventions, whether or not patentable, together with all utility and design, know-how,
specifications, programming development tools, sub-routines, routines, programs, and coding as
may exist now and/or hereafter come into existence, and all renewals and extensions thereof,
regardless of whether any of such rights arise under the laws of the US or of any other province,
state, country or jurisdiction.
(b) WebSite Copyright and Ownership. Copyright to the assembled work of Web pages produced
by YouTheDesigner is owned by YouTheDesigner. Upon project completion and receipt of full
payment, YouTheDesigner transfers the copyright ownership of the web site to TC.com. At that
time,
(i) TC.com will own all right, title and interest in the TC.com Content and the TC.com trade and
service marks and all associated Intellectual Property rights (other than the YouTheDesigner
Technology); and
(ii) nothing in this Agreement shall confer upon YouTheDesigner any right of ownership in the
TC.com marks or any associated intellectual property rights except as expressly provided herein.
9. License. In connection with its Services, YouTheDesigner grants TC.com a non-exclusive,
royalty free, perpetual, worldwide license with the rights to use YouTheDesigner Technology
incorporated into the TC.com web site upon full payment. TC.com will allow YouTheDesigner
(and its subcontractors) to use an image of the TC.com web site, case study and a link to it for
the purposes of maintaining a portfolio (both online and offline), provided that YouTheDesigner
provides TC.com with a copy of any such materials.
10. Non-Disclosure. YouTheDesigner agrees to hold all proprietary materials and conversations
provided by TC.com in confidence. YouTheDesigner will not transfer these materials to outside
part(y)(ies) without TC.com’s consent. TC.com understands, however, that subcontractors of
YouTheDesigner will be given sufficient information to complete their portions of this project.
YouTheDesigner agrees that its subcontractors will be held to the same non-disclosure terms as
YouTheDesigner.
11. Changes in Terms and Conditions. All changes to this Agreement must be presented in
writing, agreed upon, and signed by both parties.
12. Notices. All notices and inquiries given by TC.com or required under this Agreement shall be
in writing and addressed to the relevant part(y)(ies) as follows:
YouTheDesigner
Address
TheClient.com
Address
All notices shall be sent by first class mail, postage prepaid.
13. Non-Transferability. YouTheDesigner shall not sell, transfer, or assign this Agreement
without prior written consent of TC.com, but may employ subcontractors to perform tasks
involved in creating this project.
14. Non-enforcement. Non-enforcement of any section of this Agreement does not constitute
consent and both parties reserve the right to enforce this Agreement at their
sole discretion.
15. Severability. If any term, provision, or condition of this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the rest of the Agreement shall
remain in full force and effect and shall in no way be affected, impaired, or invalidated.
This Agreement shall be binding on both parties when signed on behalf of each party and
delivered to the other party (which delivery may be accomplished by digital or facsimile
transmission of the signature pages hereto).
Signature:
for TheClient.com
Date:
Signature:
for YouTheDesigner
Date:
Company Background and Qualifications
[company background bio]
Team Members
[team member bios]